Little Lady
by Cyber Rogue
Summary: There is always a Cat Noir for a Ladybug, but it's accepting that partner that is the most memorable journey. Felix learns this during his time as the Black Cat.


Cat Noir leaped over the rooftops, landing soundlessly. He waited a moment, if only briefly, for that dainty red figure to land beside him. But she never came. Cat Noir continued on, pushing past the hollow ache in his chest. There were someday's when he could fool himself into thinking everything was alright. Then there were others when he would turn, expecting to see _her_ at his side, her smile bright as ever.

But she was only a fragment of his memories. A small yearning for something he could never have.

He pushed on, gaining speed and leaping farther distances, not caring if he might fall. What was the point anyway? His Lady would never catch him again.

" _Kid, stop,"_ Plagg's voice said. " _You're going to hurt yourself."_

But Cat Noir paid his kwami no heed as he ran on, his movements silent and unnoticed in the night. Paris's citizens slept soundly, unaware of the Black Cat on their roofs. Just as well. He was never good with crowds, and he didn't really like people. The only person that mattered in his life was gone. The edge of the building he was on loomed ahead, and he increased his speed. The distance was too great, he would never make it. But he had to try. He ran faster, the wind silent and still. No one in his way. No one to stop him. The ledge was closer, a wide, dark gap. Like the one that had claimed _her_.

His eyes narrowed, his hands clenching even tighter. His long blond hair was pushed out of his eyes as his movements surged him forward.

" _I said stop!"_ Plagg snarled, and Cat Noir felt a brief discomfort grow in his head. It was not painful. His kwami would never hurt him. But it was a warning, and Cat Noir heeded it. He skidded to a stop, chest heaving as he glared down at the ground below him. Suddenly, as if they lost the will to support him, Cat Noir's legs collapsed and he fell to his knees. He stared at his hands, not really seeing them as he let out deep shuddering breaths.

He felt the small presence in his mind, letting him know it was there to listen. But Cat Noir was not ready to transform yet. Reverting back to his civilian form would mean facing the cruel, real world once again. As Cat Noir, he did not have to go back to his empty apartment. He did not have to face her sudden absence and the lack of baked goods filling the tiny kitchen. Or, as he had used to call it, the _kitt-chen_.

That brought a faint yet wry smile to his face. Oh how she had hated that pun. But his smile was dashed at the memory of her. Thinking of her used to bring him such joy that he could not wait to see her again, to hold her and cherish her. But now, he could never think of her without pain, and he hated it.

" _It's been two years now,"_ Plagg said softly.

Cat Noir clenched his fists, a low growl forming. "No," he said aloud.

" _You can't do this on your own,"_ Plagg said firmly. " _It was not meant to be. There were_ _always meant to be two. The Ladybug, and the Black Cat."_

"I am not replacing her," he growled, standing up as if he could end the conversation inside his head.

" _And we do not expect you too,"_ Plagg said. " _We just want you to honor her memory, and_ _accept the Chosen Ladybug."_

Cat Noir stopped. "Chosen?" he demanded.

Plagg paused. " _Yes,"_ he said finally. " _Chosen. One has been selected already."_

Cat Noir felt a sting of betrayal. The fact that his Lady had been pushed aside so quickly, so easily forgotten…

" _I would never forget her,"_ Plagg hissed suddenly. " _I remember them all. She was just as_ _dear to me as she was to you. Now, we gave you two years to cope with your loss, but Tikki does not think you have been doing well, and I agree with her. So you will pull yourself together and do your job by leading the new Ladybug. Do your job, protect the citizens so no one has to know what you are going through."_

Cat Noir hissed, his ears laying back and his tail lashing out. He let out a growl as he raced across the rooftops. He did not stop until that familiar building was in sight. Leaping through the open window, he dropped his transformation.

"Leave," he growled, glaring at the dark kwami. "I do not want to see you."

The black kwami narrowed his green eyes, until they softened somewhat. Mercifully, Plagg turned and floated into another room, settling on a shelf.

Now that he was alone, the former Black Cat trudged into his room, and instantly regretted it. His bed was empty, as it had been for the past two years. He hesitantly reached into his shirt pocket, the one close to his heart, and pulled out a simple ring. He never wore any jewelry, aside from the two rings he had received in his life. The Ring of the Black Cat, and the ring that tied him to his Lady in matrimony. Felix looked at the window, watching as the moon hung over the sky. He pocketed his ring once again, glaring at his miraculous that was forever cursed to remain on his finger. He looked back up and into the night sky.

A new Ladybug. He didn't want to dwell on it. For now, he just sank to the floor, not wanting to sleep in the still made bed. He would deal with Plagg and this new and sudden information when he was good and ready.

* * *

When he first saw his new...partner, she was energetic, yet shy. She looked up at him with wide, blue eyes, sticking out her hand to shake his before hastily withdrawing it and dropping into what might have been a curtsy. He studied her, noting at her red outfit with the polka-dots. Her black hair was pulled back in cute little pigtails with a simple, red ribbon.

Cute. But His Lady's hair had been longer.

His Lady.

With that, a scowl came across his features. He straightened up, increasing his already imposing height over the girl. He could hear the faint squeak she let out, and it gave him pause. Just how young was this girl?

"Cat Noir," she said, somewhat timidly, though he could hear the confidence growing in her voice. "It is an honor to be working alongside you-"

"Not working," he said gruffly. "Training." He took out his baton, the familiar weapon and a comfort in his gloved hands. "You have a lot to learn." With that, he spun on his heel, marching away. He did not need to look to know that the girl was debating with herself on whether or not to follow him. In the end, she scampered after him, her steps eager. He huffed, his baton increasing in length as he lept onto a rooftop. He only had to wait two minutes before the girl joined him, fumbling as she landed. He could also tell that her face was bright red with mortification.

"Sorry," she muttered.

He stiffened when she turned those bluebell eyes on him, so wide and eager. Why blue? Why did Tikki have to chose one with such blue eyes? And with dark hair? Where the kwami's playing a cruel joke on him? Was he to be tormented with the memories of the one he lost?

"Get a feel of the suit," he said tightly, rising up and turning to leave.

The girl let out a squeak. "Wait! Where are you going?"

"Home," he replied, leaping to another roof, ignoring the girl's startled exclamations.

* * *

"What was that?" Plagg demanded, not even bothering to touch his cheese.

Felix just glared, his anger and despair swirling inside like a violent storm. "How could you chose someone like...her?"

Plagg's eyes narrowed. "What do you mean someone like her?" he said. "So she's a bit eager. Did you forget that it's her first time trying out the suit? You are supposed to be mentoring her, not ditching her in the middle of the night! What if she tries to stop a bank robbery all on her own?"

"Tikki will handle it," Felix grumbled, storming into his room.

Plagg flew after him, only to stop when Felix slammed the door in his face. But the kwami just fazed right through it, his ire growing.

Well, so was Felix's.

"Listen to me," Plagg hissed.

"No, you listen to me," Felix nearly shouted. "You expect me to replace my partner, my wife! And forget about her just so I can do a simple police man's work! Was Bridgette just some pawn to you? Just someone to use so you all could play hero?" A sudden, small part reminded him that this new girl was in the same position, but he pushed that thought away. "I won't have any part in it!"

Plagg flew up right in his face, and it took all of Felix's willpower not to step back.

"We never asked you to replace her," Plagg said, his voice dangerously low. "We never replace them. We remember each and every miraculous holder. Time and dates fade into memory, but faces and voices, the important memories, those are the ones we cherish. You have had two years to mourn? Think how it is for Tikki, she was there with Ladybug till the very end, how she felt the life leave her so sudden. To realize that you failed again, that there was nothing you could do as the life within just bled away...it's horrible and never changes."

It was not Plagg's first time either, and Felix knew it. Both Tikki and Plagg had lost a least a dozen miraculous holders during their lifetime to death. But Felix had wanted to be selfish and just forget about everyone. He wanted to curl up, yet he wanted to scream and unleash his power of destruction such as he's never done before.

In the end, his body caved and he feel to his knees. He was not even aware that he had been crying, silent tears rolling down his pale cheeks. He had thought he had spent it all that fateful night, yet, life gave him surprises. Plagg curled up beside him, and both kwami and human sought comfort in each other.

* * *

"So how long have you been doing this?" the girl asked.

Cat Noir did not turn to look at her as he surveyed the city. But his ears flickered at the sound of her voice. Her voice, which sounded so young, so innocent. "Long enough," he replied, grey eyes flickering around.

The girl nodded, falling silent for a moment. "How do you know when to move in for a fight?" she asked suddenly.

He sighed. During the past few weeks, he had found that his protege was very particular and enjoyed learning. At first, he had seized that excuse to hate her. But one look at her hopeful expression, and he found his hate being torn away. She never did anything to disrespect him, no matter how short he was with her, or at times, rude. So instead, he just found her annoying. "You listen, and observe," he said.

"Oh," she said, tilting her head. "How?"

"By watching."

The girl let out a frustrated sound. "Yes, I know that. But how? Do you just sit up here and look at buildings?"

"No," he said, mildly annoyed. "You walk."

She squeaked as he started doing just that, walking on the roof of the large building they were on. "Really?" she asked, jogging to keep up with his long strides. "But what if there are no robbers or thugs to nab?"

"Then you go home," he replied.

" _At least make an effort,"_ Plagg hissed.

He sighed in annoyance, turning back to look at his charge, yet refusing to look into her bright, blue eyes. "We do patrols," he started, wincing slightly. He had not wanted to reveal much, as he felt like he was betraying his Lady. But Plagg was right. He had to work with this girl. "And if nothing pops up that is unusual, then we call it a night."

The girl nodded, her brow drawn together as she took in this new information. "How long do patrols last?" she asked.

He shrugged. "Until we've covered the whole city," he explained.

Her eyes widened. "Really?"

"Yep."

"B-but...that could take all night!"

"No, not really," he said simply. "Just five hours if we're really pushing it." He cocked an eyebrow. "Unless, you are not up to it."

She looked flustered, and he could feel Plagg's disapproval, but he ignored it. "N-no. I can do it," she stammered. "I was just...just wondering. That's all." She coughed uncertainly. "What if, when you are finished with patrol and your home, and there's a robbery taking place?"

"I sleep with the radio on," he answered as he kept walking. "And my kwami will usually alert me if I am needed."

"Great," she said, bouncing up to him. "So how will you alert me? Should I give you my address? Or my number-?"

"I will take care of it," he interrupted curtly, ignoring the flash of hurt on her face. "But we're partners," she protested.

He whirled on her, his eyes flashing. "Listen to me," he said sternly. "You have a lot to learn, which means you have a lot to learn from me. Partners means we are equals. Partners means we share the same burden. We are not partners if I have to teach you everything." Partners means replacing her, was the silent thought, but he refused to voice that one out loud. It was only by Plagg's nudging that kept him from going any farther with his words. The girl blinked, startled, taking a step back. A look flashed across her face, and it was a look he recognized.

Fear.

Looking down, he could see his hand was out, ready to claw and scratch. He willed his tense body to relax before turning around and walking away, the girl timidly following. They finished the rest of their patrol in silence.

* * *

"Don't take it out on her," Plagg groaned. "Remember, she's new. Don't scare her."

Felix inwardly flinched. Scared her. Yeah. Hurt and anger had been the look that dominated her first reaction. Fear.

He had know that rumors swirled around about the Black Cat and the Ladybug from years ago, when he would stop crime with...his partner.

His actual partner. Not some replacement.

He just rolled over, pulling the blanket close, ignoring Plagg.

* * *

The girl was full of surprises. She was polite, yet not overly so to were it was annoying. And she had a bit of sass to her, coming up with some quirky comment before stopping in horror when she realized what she did, muttering an apology. He would just grunt at her feeble attempts. She was never late. Of that much, he could say. So when she was five minutes behind schedule for tonight, he felt a small bit of worry.

"Sorry!" she yelped as she swung at his side, tumbling a little. "I had to stay late and help my parents."

"Don't let it happen again," he said, turning with the intent of continuing patrol.

"Wait!" she said quickly. "I uh, brought you something."

He turned to look at her, eyeing the small, hastily put together box that she held out in front of him. He could smell a sweet aroma coming from the box, and his curiosity was aroused, despite his reluctance. He raised an eyebrow as he slowly opened it, revealing at least a dozen, mini croissants. "I helped make them," she said, a note of pride in her voice. Her face, or what was not covered by the mask, was eager and open.

His immediate reaction was to rebuke her for bringing such trivial things to a patrol. Did she not know how important this was? How dangerous her line of work was? But he stopped when those blue eyes caught him again. So much like his Ladybug. What would she have done? Had he not done the same to Bridgette when he was a civilian? Wasn't he the one, as Cat Noir, to have his roses rejected by his Ladybug all those years ago? The small bit of disappointment would hurt, yes. But he would only persevere.

But, looking at this young girl, who wanted to please him with such a simple offering, and one that had come from the heart, that made him hold his tongue and instead reach in and take one of the small pastries. He bit into it, trying not to notice how she was eagerly watching him. The treat was warm and soft, and it filled him from the inside. His eyes widened in surprise, if only for a moment. Looking back at her as she ducked her head, he could not help but feel a small twang of guilt.

* * *

"I don't know Tikki!" Marinette moaned, flopping onto her bed. "I don't think he likes me."

Tikki smiled. "Well, I wouldn't say that. Give him time. He'll come around."

"He just seems so...so...grumpy!" she exclaimed.

Tikki giggled. "Yes, well, he wasn't always like that, at times."

"And so sad," Marinette murmured. She looked up at her kwami. "What happened to him, Tikki? At times, he seems so angry when he looks at me, and-"

"Oh no, Marinette!" Tikki exclaimed, flying over. "He's not mad at you. I promise! He could never be. I just," she hesitated. "He's mad at me," she finished softly.

Marinette's eyes widened. "Mad at you? Why?" Tikki just shrugged. "Maybe he is, or maybe he's not. I don't know. But he's not mad at you. Cat Noir could never hold you accountable for something you never did." Marinette frowned and opened her mouth to inquire more, but Tikki shushed her, reminding her of the school day and her upcoming quiz. The one she had failed to study for.

* * *

Cat Noir noticed that something was off with his protoge. He held off asking as they continued with patrol. But the look of disappointment on her face kept nagging at him, and she was suddenly withdrawn. "What happened?" he found himself asking, despite himself.

"Huh?" she said, startled, whipping her head to look at him. "Oh, nothing."

He nodded. "Good." But Plagg gave him a little nudge. He huffed. "Something is not fine," he said, staring at her. She squirmed underneath his gaze, fidgeting. "It's stupid," she muttered.

"So is this patrol," he said, sitting down. "There have been no sightings for weeks. Paris slumbers peacefully for now. What is wrong?"

She bit her lip, a faint flush growing on her cheeks. "I...failed a quiz," she said softly.

He blinked. "Oh."

"Yeah," she said, her breath catching in her lungs. "I couldn't bring myself to show my parents either. And I am so nervous about what they will think, even though I tried to study with the time I had. That's the thing too, they'll ask me why I haven't studied and I can't tell them why." Pretty soon, she was babbling nervously, her eyes shinning so much that he feared she was going to cry. "What test was it for?" he asked suddenly.

She paused. "Uh, science."

He huffed. "Oh, well. I'm no help with you on that," he said, getting up.

Her eyes widened. "H-help?"

"I can't have your failing grades draw in suspicion," he said. "But I will try to help you with what I can."

She blinked in such a way that he wondered if she was an owl, or if her eyes could get any wider. "B-but how?"

"We'll study during patrol," he answered. "Starting tomorrow." He stared her down. "Clear?"

She nodded eagerly. "Yes! We're clear!"

* * *

When he said he would help her with her school, he was not expecting every single subject. "So I've been having trouble with this assignment," she explained, going through her pink bag. She pulled out her science book, handing it to him swiftly. "And my parents are starting to notice how much my grades are slipping." She stopped, noticing his sudden silence. She looked up at him with worry. "Is tonight a bad time?" she asked. "We can-"

"No," he said, staring down at her textbook. There was nothing unusual about the book. The binding was simple and not at all thick. But what caught his attention was the simple words that would have meant nothing to him.

 _5th grade._

"You're in fifth grade," he stated, his voice hoarse.

She cocked her head, wisps of hair framing her suddenly young features. "Yeah?"

He did the math in his head. "You're fifteen," he said slowly, a feeling of horror forming.

She ducked her head. "Actually, I'm fourteen."

The horror increased, and he stumbled back, startling her. She rose to her feet, concerned. "Cat Noir?" she asked, reaching out to touch him. He flinched back. "I have to go," he said, running off.

* * *

"You!" he hissed to Plagg. "How dare you."

Plagg blinked, looking genuinely confused. "What did I do?"

"You put an innocent girl in danger by choosing her!"

Plagg frowned. "Now listen here. I did not choose the girl. Tikki did."

"What was Tikki thinking?" he raged, pacing up and down his room. "She's a child! She shouldn't be out so late at night and putting herself in danger!"

"Were you so different when you started?" Plagg demanded.

"I was sixteen!"

"And Bridgette was fifteen," Plagg stated. "You were both young and eager, as is this girl."

"That's no excuse to give her such a responsibility!" Felix exclaimed. "If anything, she should never have been chosen."

"Because of her age?" Plagg demanded. "She was chosen because she was found worthy. Because Tikki found her worthy."

Felix scowled, a look that was becoming far too common on his face. "She's a child, Plagg. She's not ready for this line of work. She's too innocent."

"And that innocent child you left on the roof is probably trying to finish the patrol all by herself."

* * *

To say Marinette was surprised to find Cat Noir outside her window was an understatement. Her heart leapt in her throat as she bit back a scream. She sat frozen in her chair, wondering what to do. Should she let him in? Is that what Marinette the citizen would do? Did he know who she really was?

He cocked his head, his long, messy blond hair framing his hollow face. His intense, grey eyes gazed at her. Marinette swallowed, feeling a small bit of fear. Cat Noir was indeed an imposing figure. Muscles could be seen thanks to the skin tight black suit. He looked strong, and at this moment, dangerous.

She lifted her head, her eyes flashing. Yes, he was dangerous. But she was not just Marinette the citizen. She was Ladybug. And while Cat Noir had been hostile toward her, he had never threatened her before.

She wondered if that would change.

But Cat Noir did nothing, except look down, his eyes flickering with...remorse? Before she could figure out what it was, he was gone into the night.

* * *

"So," she started, coming up to stand beside him. The fading sun took the warm light from the city, and yet, Cat Noir felt warm. He glanced at her out of the corner of his eye. He waited, unsure if he should be the one to break the silence. "What subject are we studying?" he asked finally.

She shot him a hesitant look before opening up her bag and pulling out her text book. She never asked him how he knew where she lived, and he never told her. Nor did he tell her that he had known where she had lived for a long time or the fact that he had been worried for her.

* * *

"Plagg," he started. "When Bridgette and I were chosen, I felt something. Like...a click. She was meant to be there. We communicated without words, we connected despite not knowing who was underneath the mask at the time. Why is that feeling gone?"

Plagg stopped eating his cheese to give his Chosen a thoughtful look. "Because when Tikki and I chose you two, we did it because you were a perfect match."

He blinked. "You mean, we were made for each other?"

Plagg shrugged. "All my Cat's have a bond with Tikki's Ladies. Now, if that bond turns romantic is another thing entirely. But there is always a bond. Two different people come together and just 'click'."

Felix frowned. "So what is missing in this bond?"

Plagg paused. "There is always one Ladybug for one Cat Noir." That was all he said on the matter.

* * *

Two months into the job, and Marinette faced off her first bank robbery. She and Cat Noir were at the scene of the crime in no time, ready to apprehend the thieves. She was not at all surprised when they pulled out their knives and charged at her and her mentor. Instead, a wave of calm overcame her, and she wondered if Tikki was responsible for it, but she had no time to ponder it.

Cat Noir leaped on the one man with a hiss that sounded strangely cat-like. Which left her with the other man. She took out her yo-yo, swinging it with sudden ease thanks to her training. She aimed for the robber's feet, the yo-yo wrapping around his legs and tripping him. She then leaped forward, not daring to stay in one spot too long. Cat Noir had always told her to keep moving and never linger. It would make you an easier target.

She kicked the knife away, spinning her yo-yo until it knocked the robber on the head, knocking him out with a soft 'thunk.' She looked up, breathless to see Cat Noir sitting on top of his robber who was already tied up. He was watching her, ready to step in if needed. His head was slightly tilted as he observed her. "Well done Little Lady," he said. She couldn't help but beam at his praise. They both stiffened up at the sounds of sirens approaching. Without another word, they silently rushed out, disappearing into the night.

* * *

It would be another four months until Felix grew curious about his proteges life. And it would be another two days until he walked into her school as the substitute history teacher. Needless to say, he wondered if she would take notice of him, and figure out who he really was. "So," Plagg said from his pocket, sounding smug. "You got a soft spot for the kid, huh?"

He grunted as he set up his desk and looked over the lesson he was to be teaching. "If we do not know each other, we cannot work effectively as a team. Understanding her daily routine will give me a vague idea of who she really is."

"Uh huh," Plagg muttered as the students began filling in. He briefly looked up when Marinette entered the room, chatting with another young girl. Yes, he had known it was her. Her scent had never changed, nor had her appearance. She smelled like baked goods, and there had been one occasion when she showed up to patrol with a light dusting of flour on her nose. Felix wasn't blind. It hadn't been hard for him to figure out which bakery she lived in and the bright young girl with dark pigtails and blue eyes was easy for him to recognize as his protege. "Good morning class," he started, clearing his throat. "I am your substitute teacher for the week."

Lessons went about normally, though he could tell the students were a bit surprised at his abrupt manner. He also caught them unawares when he would stride up to the desks to 'offer' his assistance. "Miss Césarie," he said, looking over at the redhead who hastily tried to hide her phone. But not before he saw what she had been looking at. "Would you like to share with us what the latest update on this 'Black Cat' news has to do with the class?"

The girl, Alya, if he could remember, looked up at him. "Because it affects our daily lives?" she asked quickly with a bright smile. He raised an eyebrow, tilting his head. He held his hand out. Alya groaned before handing him the phone reluctantly. He nodded before returning to his desk. "Miss Césarie is right, however. Knowing what is going on today, will help you go on with your daily lives." He set the phone down. "But, knowing about our past will help us from repeating it." He looked at Alya. "Which is why we study."

It was not until the end of class when all the students were filing out did Marinette approach him. Her confident steps slowed, eyes flickering with doubt. He tilted his head. "Is there something I can help you with, Miss Dupain-Cheng?"

Her eyes widened slightly as she stared at him. "I, uh. No, thank you sir," she muttered, rushing out of the room. He could not help the wry smile that spread across his face as she left the room.

* * *

"Think of the formula," he said simply.

She grunted, throwing her arms up in frustration. "I'm trying to!" she complained. "But the formula is-" She jabbed at the air. "It's not there!"

"It is," he said, leaning against the wall. She glared at him through the red mask and for a moment, he was reminded of someone else. "You're not helping," she moaned.

"Well, I'm not going to give you the answer."

* * *

"What was your favorite subject?"

The question caught him off guard and nearly caused him to lose his balance as he ran. But he picked up the pace once again. Another successful run with two robberies prevented and one mugging. All in all, it had been a good night.

"I don't know," he said simply. "I never looked back at school the minute I graduated."

She raised an eyebrow when they came to a stop. "But you must have had a favorite."

Memories came back. Memories of _her_. At his school waiting for him with hopeful eyes. She was so bright, so happy. Would things have been different if he had been able to see things clearer? He doubted it. She had changed him for the better and it all had taken time.

"No, I didn't," he said, a bit harsher than he intended to. "It's time we call it a night," he said curtly, turning sharply in the direction of his home, not wanting to see the possible hurt and confusion in his proteges face.

* * *

"Who was she, Tikki?" Marinette asked.

Tikki sighed, hurt swarming in her big eyes. "Everything, Marinette."

* * *

It didn't look like it was going to rain when he had first set out. But boy was he proven wrong. Cat Noir bit back a hiss when the first downpour came in so sudden. He couldn't help but growl once again as lightning flashed in the distance. There was no way he was patrolling in this weather. The police could handle it from here.

He was about to turn and go home when his hearing picked up the familiar sounds of a yo-yo. He turned back, ready to launch into a sharp lecture about why she shouldn't be out in this rain when he stopped, eyeing the yellow poncho in her arms. She offered it to him with a small smile. "I thought you might need this," she said. He stared at the poncho before slowly taking it from her. He examined it before slipping it over his head. The rough plastic was an odd feeling, and he did not like the sharp sound of the rain against it. But he was partially dry. He looked back to thank her, but she was already gone.

* * *

He noticed how anxious she was in this patrol. They barely started and the sun was still setting in the sky and already his protegee was a bundle of energy. She was practically dancing on her toes, glancing around every so often, eyes nervous. In fact, everything about her body language was nervous. "What's gotten into you?" he asked finally.

She glanced at him, eyes wide as she squeezed her hands nervously. "I...um," she took in a deep breath. "I kind of forgot that I was meeting my friend at my house for a school project we were supposed to be working on together and I just remembered now and I am so sorry for all of this!"

He blinked at her rambling, surprised that she still had air in her lungs to breath. He shrugged. "Alright," he said simply. "Go home. I'll take care of tonight's patrol."

Her eyes widened. "Really?" she squeaked.

He rolled his eyes. "Yes, really. I am more then capable of patrolling by myself. I've been doing it for a while before you showed up." The dull ache in his heart was still there, though it was not as painful as before.

"I mean...you're alright with me...ditching you?"

He huffed. "You are not ditching me. You're keeping our secret safe and maintaining your personal life. We can't have your friend showing up at your house and find you gone. Such a thing would expose your secret and that would be a _cat-astrophe_."

She nodded quickly. "Okay, I'll…" she trailed, off, looking at him in confusion. "Did-did you just make...a pun?"

He paused, pursing his mouth into a thin line. "Maybe." He hadn't done one of those in a while.

She blinked. "You just made a pun!" She groaned. "Oh help me Lord. Puns of all things!"

His eyes narrowed in interest. Hm, so she didn't like puns? A smirk grew on his face.

This might be interesting. Very interesting indeed.

* * *

It was no secret to the city of Paris that someone was prowling the streets at night, preying on the thugs that dared to harm the city. Some sightings reported a figure resembling a large, black cat. Some said it was a demon let loose. But whatever the case, it was always followed by a small figure dressed in red. The Black Cat had made the front page of the newspaper. At first, Marinette had been miffed that Ladybug was not mentioned, but Cat Noir had insisted on the secrecy. Just for protection.

She never knew that that protection was so greatly needed. Not until she had run into a trap meant for Cat Noir.

She let out a scream when the iron net fell on top of her, sending her crashing down to the ground beneath its weight. She tried to scramble up, looking around franticly. Large, rough looking men rushed towards her, lifting the chain net. Before she could move, they had grabbed her roughly by the shoulders and she found herself pressed against a man's chest. A sharp, cool piece of metal was pointed at her neck, and she realized with horror that it was a knife. "Where are you ya demon?" one of the men called. "Release our companions and we'll let tha girl go."

She trembled despite herself. Her eyes searched the dark alleyway around her, searching for her mentor, but he was nowhere to be seen. Despair filled her. Had he left her?

A sudden, low hiss could be heard, followed by a snarl. All the men looked around fearfully and her captor's grip grew tight. A strangled shout could be heard, followed by a thump. "H-hey," one of the gangsters said. "Where'd Randy go?"

Before anyone could answer, another man vanished from view with a strangled shout. The knife was pressed to her neck, hard enough to where it pricked her skin. She let out a whimper, hating herself for her weakness.

The angry hiss grew to a howl, and the man holding her captive was pulled forward. She let out a yelp, scrambling away as the knife grazed her cheek. Screams could be heard, and it nearly stopped her heart. She spun out her yo-yo, tripping one of the men who was foolish enough to charge her. She turned, ready to face the rest, but found that they had all fled.

One of the men was still screaming, and she realized with horror that it was the same one who had held her captive. And her mentor was standing over him.

"Cat Noir," she said, her voice soft. "Cat Noir!" she said louder, catching his attention. He looked at her with his intense gaze, eyes alit with a cold rage. She flinched, but forced herself to remain firm. "Please," she said. "Let him go."

Cat Noir did and said nothing for a while, only a brief flicker of his ears and the swish of his tail. Then, he leaned forward, whispering to the man before straightening up and turning to her. She didn't look up to meet his gaze, terrified to see that anger. She jolted when he placed a hand on her shoulder, gently guiding her away.

* * *

"You alright?" he asked. It had been the first words he had muttered since that incident. She nodded, playing with her fingers. She tried to focus on the flowers on her terrace, the smells usually so calming. But now, they just messed up her thoughts. She was not stupid. The minute Cat Noir had picked her up and carried her home, she knew that he had known for a long time who she was and it bothered her that she didn't even know his name.

His hand lightly touched her throat where the knife had cut her skin. "He hurt you."

She swallowed. "I'll be fine." He said nothing for a while, the breeze the only sound around. "Ladybug, will you look at me?" he asked, a tone of hurt in his voice.

She slowly raised her eyes to meet his. But instead of anger and disappointment, she saw only concern. "Are you alright?" he asked again.

She firmly nodded once more. "Yes. I am."

He looked hesitant for a moment before stepping back. "Alright," he said. "Stay safe." With that, he jumped off her terrace.

She went to bed, not knowing what to do and wondering what was going to happen. She never found out that Cat Noir had stayed nearby, guarding her house. She never found out that Cat Noir had laid claim to her, threatening the gang member who dared to harm his kitten. She never found out how much she meant to him as his Little Lady.

But she did realize that he had called her Ladybug.

* * *

"I'm sorry."

He looked at her with a concerned frown. "Sorry for what?"

She ducked her head. "That whenever you look at me, you're reminded of her."

Cat Noir's heart stilled ever so slightly. The pain was still there, though not as sharp as before. But he could see the pain and hurt in her eyes and in her stance. The eyes and stance that reminded him so much of her. "Thank you," he found himself saying.

She looked up in surprise. "For what?"

He smiled genuinely. "For letting me see her everytime I see you."

* * *

"You don't like raisins!" she exclaimed.

He wrinkled his nose as he glared at the offending cookie. "They're so dry," he stated, plucking the raisin out. "That, and he compares them to mouse droppings," Plagg commented from his perch on Marinette's bed. Tikki rolled her eyes, shoving her fellow kwami playfully.

Felix glared at his kwami. "They have an odd taste." Marinette couldn't help it; she laughed. It started out as a giggle before turning into a snort, to which she covered her mouth in embarrassment. But at her mentor's stare, she busted out laughing once more.

"I'm supposed to be helping you with your homework," he grumbled, tossing the cookie at her.

* * *

"So," she started slowly. "How do you know if someone likes you?"

Cat Noir stopped whatever he had been doing, which had not been very interesting in the first place, and focused his attention on his protege. "Why?" he asked, trying to keep his voice light. Who was this boy? And was he eligible enough for his Little Lady?

Her face was as red as her suit. "Um, never mind."

"No, no," he said quickly, sitting down. "What do you want to know?" At the very least, he could find out who this boy was and give her some information that would make her steer clear of him until he got a good feel of the kid.

She had never looked more shy than ever. "Just...how you know if someone likes you and how to approach them."

He raised an eyebrow. "Do you like them?"

She gave a start. "Well...I wouldn't say I like them. What makes you think I like someone?"

He frowned. "So you do like someone?"

She opened her mouth before closing it. "Well...there is this boy…"

He resisted a sigh. Of course there was.

"And he's smart, and very nice. I was just wondering how I could tell if he...liked me and didn't think I'm weird."

He cocked his head. It was on the tip of his tongue to tell her that life was short and it was best to get your feelings out. But he was dealing with a kid. She shouldn't be having these feelings at her age. She was too young! "Stick with the friendship," he said. "That's where the best relationships come from. Than we'll talk about romance." He paused. "This kid, what about him do you like?"

That proved to be a mistake, as she brightened up and spent most of the patrol talking about his talents and his kindness and how polite he was. She gushed about his deep, green eyes and neat blonde hair. By the time Felix detransformed, he could not unsee golden boys with wide, green eyes. It was disturbing. But now, he was determined to find this boy.

Plagg chuckled. "Blond hair, eh? I think she's got a crush on you." The glare Felix gave him sent the kwami scampering to protect his cheese.

* * *

He was not stalking the boy. Nope. He was analyzing him. Plagg was poking his head out of his shirt pocket, glaring daggers at the kid. "He's too perfect," Felix muttered as he flipped through the magazine he was 'reading.' Marinette was sitting at a picnic table with the boy and her group of friends, all looking completely at ease.

Plagg frowned. "You sure you got the right kid?"

They watched as the blond haired boy and Marinette both reached for the fries, their hands brushing. Marinette pulled back with a squeak, her face flaming up as she muttered apologies. The boy just smiled, his face tinted a light pink.

Felix pursed his mouth. "Yep. He's the one alright."

Plagg groaned. "Great, looks like we've got another lovesick one." He paused, regarding the boy Marinette was with. "He has the spirit of a cat."

Felix frowned at that but said nothing else.

* * *

"Mr. Felix?" Marinette asked.

Felix looked up from where he was setting up his books on the desk. "Marinette," he said with a smile. As much as he enjoyed getting a glimpse of Marinette's civilian life, he did not enjoy working with somewhat difficult students. Becoming a teacher had it's downsides.

She smiled back. "I was wondering if you would like to join me for lunch at my parents bakery."

He blinked, surprised. "What of your friend, Alya, was it?"

"She's out sick," Marinette said. "But I understand if you are busy."

He placed the last book on the desk. "No, I would be happy to join you." He paused, testing the waters and wondering if she knew who he really was. "Your bakery wouldn't happen to have cheese, would it?"

Marinette grinned, giving him the answer he needed. "What kind of bakery would it be without cheese?"

* * *

"What made you decide to become a teacher?" she asked as they walked towards the bakery.

"It allows me to keep an eye on my protege," he answered simply. "Plus, Plagg has been insisting that I get out of the house and the smell of cheese was really bothering me."

Marinette giggled. "So you're spying on me."

"Never. I am simply looking out for your wellbeing ever since you developed a crush on that Agreste boy."

Her cheeks turned red. "How did you-?"

"Ah, we are here," he said quickly, opening the door for her. Marinette walked in, glaring at him as a silent promise that this was not forgotten. "Mama! Papa!" she called out cheerfully.

"Marinette," a woman exclaimed, coming forward. After hugging her daughter, she stared at Felix thoughtfully. "And who is this? The guest you said you might bring?"

Marinette nodded. "Felix is my...mentor. At school." Her clipped tone caused Felix to raise an eyebrow. She was not exactly being subtle about anything.

"I tutor Marinette when I can, Mrs. Dupian-Cheng," he said politely, taking the woman's hand. "She is a bright young lady whom I enjoy having in my class."

Marinette's mother beamed. "Thank you! Is this your first time to the bakery?" At his nod, her smile grew wider. "Well then, Marinette will have to show you around. We have an assortment of lunch options. Or if you're feeling like it, you can skip right to desert."

He smiled. "I look forward to it." When Marinette's mother went to attend another customer, he leaned in to whisper to his protege. "We will discuss the meaning of 'subtle' later."

* * *

Felix glanced up from the textbook he had been reading, only to see Marinette shifting around in her seat, her history book on her lap. It was cold outside and he had decided to call it a night. He knew what the cold did to ladybugs and he understood his Little Lady's sudden tiredness. So instead, he decided to bring her home for a quick study session. Even now, Marinette was already draping herself with a blanket in an effort to stay awake and warm, but he could see by the drooping in her eyelids that it was a losing battle. He sighed. "Marinette," he said, catching her attention. "Perhaps you should get some sleep."

She shook her head. "No, I...just need to finish this." That last part was said with a tiny yawn. He frowned, scooting over on the large recliner. "Fine then. But sit with me so that you can stay awake and warm," he said.

Marinette needed no more convincing as she leaped over to where he was. She latched onto him, drawn to his warmth and sudden protection he offered. He placed the blanket over her, holding out her school book. "Now," he said. "Read this to me." She lasted about nine minutes before her head rested on his chest and she was fast asleep. At first, he thought about waking her up, but he decided against it. He tried shifting away, but Marinette just clung to him like a desperate child. His grey eyes narrowed as he found himself trapped. He could not move without disturbing her sleep and the truth was, he didn't even want to move. There was something about feeling needed, having someone seek him out for comfort that made him feel...comforted himself. So instead, he settled back down, placing a protective arm around the small girl.

It was dawn by the time he reasoned with himself that he should leave. Really, it was a blessing that her parents hadn't checked on their daughter at all last night. He picked Marinette up and placed her gently back down, the blankets placed on top of her making her look like a snug bug. He chuckled at that train of thought. He placed a gloved hand on her dark hair, watching her peaceful face. Overcome with a swirl of emotions, he leaned in and gently kissed her forehead, her dark hair tickling his lips. He pulled back, gazing down at her. "My Little Lady," he murmured as he stood up to leave the room.

* * *

It had never occurred to him that she would get sick. But here she was, nose red and running as she tried to stifle her painful coughs. He had taken one look at her and ordered her to go home. Not only that, but he personally escorted her home and tucked her in bed.

He also never dreamed that he would get sick as well.

He didn't show up for patrol, his head pounding too much and his throat hurting to where he could not speak; so Plagg had refused to let him transform into Cat Noir. But he could not stay in the apartment. His empty apartment. He hardly lived there anymore anyway as he was always out on patrol or on the streets of Paris. He had tried to escape the quiet and the void. Now, he was forced to live in it until he got better.

Well, that would not do.

"You'll make yourself feel worse," Plagg grumbled.

Felix sniffled. "I'm just...going to get some meds."

Plagg frowned, though made no move to get up. "You already have meds."

"Not enough!" Felix snapped. He shrugged his coat on, marching forward and swinging the door open, only to come to an abrupt halt when he startled a young, dark-haired girl who was standing in front of his door.

It was Marinette.

He blinked, as did she. "Um, Felix?" she asked softly, tucking a strand of hair behind her ear. "I...brought you some of my parents chicken noodle soup." She offered him the container. "It's still warm and should help you with your cold."

He frowned. "How'd you know I was sick?" He looked down the hallway. "And how did you know I lived here?"

She smiled. "Tikki told me," she said, gesturing to the red kwami. He narrowed his eyes. Of course Tikki knew.

He sighed. "Fine, come in," he said, opening the door wider. Marinette scampered in, her eyes looking around the dim, neat space. He was silently glad that he had taken the time to tidy up a bit, not that there was much that needed cleaning. He didn't own much. "Does your head hurt?" Marinette asked, setting the soup on the kitchen table. "I could make you some tea."

He shook his head, sitting down and not bothering to take his coat off. "I'm...fine." He resisted the urge to rest his tired head on the table. "The soup will help."

Marinette stood in his kitchen awkwardly, fidgeting. He snapped his eyes away from her, the image of a younger Bridgette coming to mind. "I guess...I'll get going," she said suddenly.

"Stay," he said suddenly. "Please." That last part came out as a whisper. To his relief, Marinette stayed, sitting right across from him, a welcome presence.

Suddenly, the apartment wasn't so lonely anymore.

* * *

"Thank you for your help," Adrien said with a smile, standing up from his seat.

Felix nodded, eyes never leaving the notes on his desk, though he remained aware of the young boy in front of him. "Do not hesitate to ask for it."

Adrien nodded as well, placing his books in his bag. "I won't. To be honest, I was really struggling with that subject and was worried my grades would slip to the point where my father would notice."

Felix frowned, looking up. "Marinette could help you," he said suddenly, not knowing why such a thing had escaped his mouth.

Adrien sighed. "I know and she's very talented and smart. But she's so busy and seems stressed out at times. I wouldn't want to bother her anymore and force her to take more than she can chew."

Felix found himself smiling. "Offering you tips wouldn't be too much to ask. I'm sure she would enjoy it. Maybe go to the park and bring up the subject."

Adrien looked at him thoughtfully before grinning. "I'll do that." He slung his bag over his shoulder. "Thank's again."

* * *

"He's a good kid," he decided finally, putting the binoculars down.

Plagg hummed. "I could have told you that."

"Yes, because you're an excellent judge of character," Felix muttered wryly, his eyes never leaving the park bench Marinette and Adrien sat at.

"That," Plagg agreed. "And like I told you before, he has the soul of a cat."

Those words followed Felix home for the next few weeks. But he liked what he saw in the boy. He was...decent and kind to Marinette and what Felix had researched on Adrien looked promising enough. Still, there was a kindred spirit in the boy, something that tied him to Felix. The Black Cat would just have to take Plagg's words to heart, knowing that he had found a possible Black kitten.

* * *

It came as a shock to them both when the first akuma had shown up. The dark magic and energy had nearly sent Cat Noir stumbling. But he and his Little Lady sprung into action, moving as one. It was a fellow classmate of Marinette's, but it had been easy for him and Ladybug to pin down Stoneheart and end the fight. Ladybug had looked surprised at his sharo instructions in capturing the akuma, but she did as she was told.

"So you've done this before?" she asked once Stoneheart had been defeated and the akuma cleansed.

He said nothing, his expression grave as he prayed this was just a fluke.

* * *

It wasn't.

The akuma's kept coming and did not end there. Cat Noir became alert, the sense of danger never fading and only growing.

Timebreaker was what spurred him into action.

He had found Marinette with her fleeing friends, his protege trying to find a safe place to transform without being seen. Timebreaker was right at her heels, hand outstretched. Cat Noir didn't even think, he just leaped forward, wrapping his arms around Marinette and jumping away. "Cat Noir!" she gasped, her arms around his neck.

"Transform quickly," he ordered, setting her down. "I'll handle this until you arrive."

Timebreaker was a slippery akuma and Cat Noir could only watch as she froze people whenever she touched them, condemning them to a slow death.

He only screamed when his Little Lady was condemned to the same fate.

His scream was filled with rage and horror as Ladybug leaped in front of him, her body fading from view as her life force and energy was stolen away from her. It was too much for him to handle; he was witnessing the death of another Ladybug all over again.

He retaliated, leaping on the akuma right as a blast of white light swarmed them both. When the light faded, he forgot that he was trying to save a victim. At this moment, he was attacking a murder. Someone who had stolen his Little Lady away from him.

" _Enough Felix!"_ Plagg shouted. But he paid no attention to the kwami.

"Cat Noir!" a sudden voice screamed. A familiar voice. His head snapped up to look into the eyes of Marinette, his Little Lady. She was clutching the banner she had made close, watching with wide, blue eyes.

"Marinette," he breathed, heart pumping.

Nothing had changed. Nothing was out of place.

He had gone back in time.

The revelation took him a matter of precious minutes for him to figure out. But in his mind, it felt like a lifetime. He had a chance to save his Little Lady, to make things right once again.

The air was kicked out of his lungs as Timebreaker scrambled away. He lept to his feet, snarling. His grey eyes turned to face Marinette. "Go!" he shouted. "Be quick!"

Marinette nodded, rushing off to transform. Cat Noir turned, his eyes narrowing at the escaping akuma. He broke out into a run, using his strength and speed. He stumbled to a halt when a black blur cut across the lawn, tackling Timebreaker to the ground. Cat Noir came to a halt, gazing in shock at the figure that was clearly him. The Second Cat Noir looked up with narrowed eyes. "I am unsure what to call you," Second Cat Noir said.

"That makes two of us, literally" Cat Noir said, striding forward to kneel down next to the struggling Timebreaker. His lips curled into a scowl. "No more games," he snarled, swiping at her skates and breaking them. The black butterfly flew out but did not get far as Cat Noir leapt up and trapped it in his hands. He looked around wildly for Ladybug, but he saw no sign of the red and black spotted hero.

" _Cat Noir,"_ a sudden voice hissed, causing him to jerk back in surprise. " _I was honestly not_ _expecting this from you,"_ the voice continued. " _You could seize this opportunity and change your past. Restore Timebreaker to her full power, and I can take you back in time."_

"Why would I make such a deal with you?" Cat Noir gritted out. The pain in his head came from the voice, and he could feel the trapped butterfly struggling to break free. It would be so easy to release it.

" _To save your wife."_

That caused Cat Noir's eyes to widen. " _I can take you back to that fateful day,"_ the voice continued. " _I can take you back to save her, to keep her alive and at your side. You will prevent her from falling into that trap, from falling to her death. You can save_ _her."_

Cat Noir's heart pumped wildly in his chest. Bridgette, he could save Bridgette. He could save her and they could be together again. The soothing voice seemed so sure, so full of promise. His palms loosed their hold on the trapped butterfly for a little bit.

" _Release it, Felix."_

He let out a choked gasp, stumbling back but still maintaining his hold on the butterfly. But he lost his balance, the butterfly escaping. "No!" he shouted.

A red yo-yo suddenly flew by, trapping the butterfly. "Miraculous Ladybug!" a familiar voice shouted, a magical array of ladybugs filling the area. Second Cat Noir vanished and all the damage was once restored with Ladybug's magic.

He was breathing heavily when Ladybug came to place a concerned hand on his shoulder, though he barely felt it. He did not notice the akuma victim or the growing crowd around them. All he could focus on was that fading voice and its promise. "Cat Noir?" she asked. "Are you alright?"

He said nothing. No, he was not alright. Hawk-Moth knew his name. Hawk-Moth knew who he was.

* * *

He became more withdrawn, silent even and Marinette noticed. She too, also grew silent as well. He tried to break the sudden ice that had formed between them, but Marinette could see right through him. She could tell when he was thinking deeply about a serious matter. Though there were still some moments when she would just speak and the heaviness around his shoulders became light.

"He likes Ladybug!"

He blinked. "Come again?"

"Adrien, he likes Ladybug!" she exclaimed. She huffed, folding her arms. "He tries to hide it but he's not exactly subtle about it. I'm Ladybug! And he likes me but doesn't like _me_!"

The irony was so funny and unexpected, that he laughed. He laughed when she scowled at him and he laughed at how amusing the situation was.

He only stopped when he realized that he had been in love with a Ladybug as well. Ah, that poor boy.

* * *

He followed the black butterfly. He observed the building it went into. He strolled the perimeter as Felix, a grey hood pulled up to hide his features. Over the weeks, he learned the week points, learned the strengths of the building. He observed everything. The last akuma attack, he kept the butterfly in his sights. Ladybug had to leave early as she was about to transform from using Lucky Charm. He had not used Cataclysm yet and had no fear of transforming.

He leapt over rooftops, arriving at the same building he had been observing for the past few weeks. His eyes narrowed beneath the mask that covered his features before he leapt through the open window. It was dark and empty, save for one tall, lone figure standing in the room. "Cat Noir," Hawk-Moth said darkly. "It is about time you showed up."

Cat Noir leapt forward with a snarl, his claws out. Hawk-Moth extended his staff just as a torrent of butterflies swarmed over the Black Cat. Cat Noir let out a yowl of frustration, swiping at the magical insects. Hawk-Moth suddenly appeared right in front of him, seizing Cat Noir by the throat. Cat Noir lashed out, kicking the man firmly in the stomach. The villain stumbled back with a growl.

"I can reunite you with your Ladybug," Hawk-Moth growled. "I can save Bridgette. Just give me your miraculous." Cat Noir let out a yell as he lashed out, punching at Hawk-Moth who stumbled back with pained grunts.

"Why do you fight so hard to preserve the very thing that has brought you so much pain?" Hawk-Moth shouted. "That ring is cursed! It has brought you nothing but pain and death to your loved ones!"

Cat Noir tried to block him out as the dark butterflies swarmed all over him with their dark magic. He blinked, trying to see through the haze.

"We are fighting for the same thing," Hawk-Moth said from the shadows. "We are not as different as you would think."

Cat Noir's ears twitched.

"You and I, we can help each other," Hawk-Moth said, his voice full of promise.

Cat Noir lashed out, his hand catching onto something. A pendent. A stumbled back, feeling a moment of triumph until he realized it was not the Moth Brooch he was holding. It was a different brooch, one for holding a picture.

But its sudden loss enraged Hawk-Moth. The scream of rage echoed around the empty space and it was a scream Cat Noir had unleashed before.

He griped the brooch in his hand, grey eyes narrowing. It was time to end this. Raising his other hand into a claw, he shouted, "Cataclysm!" He brought his hand down on the very ground he stood on. Cracks formed all over the building, the sound like that of a groaning beast as the foundation crumbled. Pain exploded in his stomach, but he paid it no heed as he stumbled back, trying to escape the destruction he had unleashed.

He never made it. He stumbled to his knees as something hard slammed into his head. He fell to the ground, only to keep on falling as the ground crumbled beneath him.

* * *

Plagg shared his Chosen's pain. He shared his Chosen's thoughts and feelings. He felt it the very minute Hawk-Moth's staff had skewered right through Cat Noir's stomach. He tried to take the brunt of the pain so as to preserve Felix's strength and allow him to escape.

It was not enough.

* * *

Felix could only let out a weak whimper as pain exploded all over his body. He tried to push himself up, only to find that he could not move. He was pinned down by a slab of what used to be a wall and the pain in his stomach was too much to bear.

Someone was shifting in the rubble not too far from him. A black butterfly emerged from the cracks. Followed by another.

Fear pounded in his chest as he realized what this meant. "Plagg," he groaned out, struggling once he realized that he was no longer Cat Noir.

"I'm here kid," the kwami said, flying into Felix's line of sight.

"T-the ring," he said, slipping the Ring of the Cat off. "You-you have to get it out...of here."

Plagg's eyes widened. "No, you are keeping the ring."

"Hawk-Moth must not get it," Felix said, his voice growing firm. "Get it somewhere safe." His vision was growing blurry and he could feel himself fighting to stay awake. "P-please...Plagg." This time, it was no longer about the ring. What truly mattered to Felix was at the front of his mind. "Please, watch after...her."

"You do it yourself," he heard Plagg say. "You are Cat Noir. No one else."

"Keep her safe," he slurred, tasting blood in his mouth.

"She needs you," Plagg argued desperately. "She relies on you. You are her Cat Noir, her mentor."

"He's a...good kid," Felix mumbled. "Soul...of a cat." The ring slipped from his grasp, only for Plagg to catch it. The kwami gazed at the bloodied man laying in the rubble, his life slipping away. Plagg squeezed his eyes shut as he felt the strength of his Chosen fade away. He knew he only had a limited amount of time before he vanished into the ring the minute Felix passed on. As much as he hated to leave Felix, he would not let his sacrifice be for nothing.

With one last regretful look, Plagg flew away, leaving his Chosen behind.

* * *

Felix's eyes fluttered open at the dark figure looming over him. Someone grabbed ahold of him, anger and dark magic rolling off of the figure in strong waves. "Pathetic," the figure sneered. Hawk-Moth let him go before grabbing the staff still embedded in Felix's side. With one violent tug, the staff was pulled out and Felix could only let out a gurgled moan at the fresh pain that burned through him. Tears prickled at his eyes as he struggled to breath.

Hawk-Moth sneered as he turned his back on the dying man. "I will leave you here to bleed out like the stray that you are."

* * *

Marinette could only stare at the black kwami that flew through the window, a silver ring in its tiny hands. She let out a gasp as she rushed forward, cradling the kwami in her hands. She knew who this kwami was. She knew what power he held. What she could not figure out is why Felix's kwami and ring were here.

Tears were sliding down her face as if she already knew the terrible news that would present itself. "W-where's Felix?"

The kwami opened his mouth to speak, only for him to suddenly vanish in a puff of green magic that pulled him back into the ring. The silver object now felt cold and dead in her hands as she stared in horror at what this could mean. She fell to her knees, a flood of tears trailing down her cheeks.

* * *

No one mourned his passing. No one noticed his absence. Save for her. She grieved in silence. She barely ate. She cried into her pillow at night and only cried harder when she realized that he would not be there to comfort her anymore.

He was gone. He was not coming back.

She had not known what to do with the Ring of the Black Cat. It had stayed in her pocket or with Tikki, a heavy burden that she carried with her wherever she went. But she could not let it go. It was only until later did Tikki suggest that she leave it in the box that had contained her ladybug earrings. She did as she was told, and when she returned home from school, the ring was gone.

The akuma attacks did not stop. They only got worse. She was on her own. She was by herself and had to rely on her own strengths this time. There was no Cat Noir to help her, no mentor to guide her. The pain in her heart was worse than any other wound she could receive.

"Where is that Black Cat guy?" Alya asked once at school, her face scrunched up as she watched the latest video of the akuma attack. "Ladybug clearly needs help!"

Marinette looked down, blinking her sudden tears away, not noticing Adrien's conflicted expression as his green eyes were filled with guilt

* * *

Images of Felix laughing those rare laughs of his, or those crooked smiles flashed through her mind. Her mentor sat beside her, his ears twitching as he listened to something, his tail moving in amusement. His grey eyes twinkled with pride as he gazed at her. He was the only one who knew her as Ladybug and Marinette and he guided her in her now complicated life.

Ladybug bit her lip as tears streamed down her face and through her mask. The akuma before her leered at her as it pulled her most painful memories out before her, forcing her to relive them and poke at the still raw wound, weakening her.

" _Well done, Little Lady,"_ his voice whispered.

She cried. Her body trembled with raw sobs as she fell to the ground, limp and hurt, the fight leaving her body. The akuma flung her into the wall, causing her to cry out in pain. She reached out for the only source of comfort that was on her mind at this point. "Cat Noir!" she screamed through the tears.

She expected no answer. No response as the akuma strode forward. She curled up, ready to accept her fate. She was nothing without her mentor.

The sound of an akuma screaming in fury caused her to open her eyes and look up at the dark figure through her blurred vision. She blinked, feeling hope rise in her chest.

"My Lady?" the young voice asked, extending a comforting hand out. When she did not take it, the figure knelt down right next to her. "Are you alright?"

She said nothing, looking up into the unfamiliar, green eyes. The figure held something else out to her; the black butterfly.

With that, she snapped into action, her yo-yo trapping and cleansing the akuma. After that, she slumped back down, drained and hurt.

After a moment, the boy sat beside her awkwardly, a conflicted look flashing across his features. "I'm...uh...I'm your partner," he started, his voice the only sound on the roof. "My kwami sent me."

Ladybug sniffled, sudden anger rising in her chest. They wanted her to replace Cat Noir! They wanted her to replace Felix!

" _Marinette,"_ Tikki's voice suddenly said. " _We could never ask you to replace Felix. He wanted you to remain safe. He wanted you to be looked after. He sacrificed himself to insure that Hawk-Moth never wins. Please, don't make the same mistakes Felix made."_

Marinette only hugged her knees to her chest.

" _Felix did not want to accept you at first because he was so consumed by grief from the loss of his wife,"_ Tikki continued. " _But he came to realize that holding on to his grief was only damaging to him and you. He also realized that his Ladybug would not want him to remain in such depression. I can guarantee you, that Felix does not want you to sink into such despair either."_

"I should have been with him," she choked out.

" _He did not want you there,"_ Tikki said softly.

More pain flooded into her torn heart. Did he not trust her to watch his back? " _He trusted you, Marinette,"_ Tikki said. " _But he did not want you in danger. He loved you."_

Marinette sobbed, burying her head in her arms. She felt the loss in her heart and the grief tear at her. But she also felt a comforting hand on her shoulder. She looked up, blinking away the tears as she gazed into the green eyes of the cat-boy. He gave her a look of acceptance, no questions or judgement in his eyes.

Ladybug was honestly too tired to fight much. Glancing back at the boy, she saw that he was just as unsure as she was. He was willing to help, willing to offer a hand of friendship.

She was willing to take it.

She let out a shaky breath, holding out her hand and watching how a flicker of hope came across the boy's face as he shook her hand, his hold gentle, yet strong. " _I'm your partner."_ Those words echoed back to her.

" _Partners mean we are equals. Partners means we share the same burden,"_ her mentor's voice said. But instead of the sharp words he had uttered when they had first met, they sounded soft and full of meaning. A guide to what she was to do.

Equals. That word sounded...nice to her.

"Nice to meet...you," she said, her voice worn.

The boy tilted his head, wide eyes aglow with concern. "Are you...alright?"

She let out a choked laugh, more tears falling down her face. She had someone. Someone who could help her and watch her back. Someone who could help shoulder her burdens. She had someone with her after all.

* * *

The rubble shifted around before getting flung far away from the being buried beneath. The man pinned down moaned in pain but did not move. In fact, the noise was so silent that it may as well not have been heard.

A small, broad figure crouched down, lifting more debris and freeing the man. The small figure then gently lifted the man up, holding him like a precious child. The unconscious man groaned, his pale face wet with sweat; it was a miracle that he was even still alive.

"Hold on, Felix," Master Fu grunted as he staggered away from the ruined building. "We are not done with you yet."


End file.
